Phantom's Satellite
by Tempest86
Summary: Life is turned upside down for when A-Lister Star is assigned to tutor Danny. Suddenly, events begin to unfold that neither teen were prepared to face. (Set after "D-Stabilized," but "Phantom Planet" has not happened yet.) Rated M just to be safe.
1. Revelations, Part One

A Danny/Star story, seeing how there's not that many of them. The events of "Phantom Planet" have not happened yet and won't for a while, so nobody knows who Danny or Vlad are really. However, Valerie does know about Vlad after "D-Stabilized," but still doesn't know about Danny. And Danielle will be showing up either in this chapter or the next! Anyways, enjoy! Oh, and I do not own Danny Phantom or any of the characters. If I did, the show wouldn't have ended and I wouldn't have pushed Danny/Sam so much like the show did.

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><p><strong>Phantom's Satellite<strong>

**Chapter 1**

16-year-old Danny Fenton and his best friend Tucker Foley walked down the halls of Casper High, another typical morning.

Danny was dressed in a red t-shirt with white trim over a long-sleeved black shirt, with dark blue jeans and red sneakers. Unseen to everyone and known only to him and Tucker, he had a silver utility belt underneath his large shirt, just in case ghosts attack and he wasn't able to transform into his alter ego.

Tucker was dressed in a yellow t-shirt with sleeves ending at his elbows covered by a red vest with multiple pockets. He also had dark green cargo pants and brown hiking boots. His outfit was topped off by his signature red beret and glasses.

Usually, they were awake and chatting about just about anything relating to video games or girls.

Of course, Danny was looking extremely exhausted.

"So, how'd the ghost-hunting go last night?" Tucker asked his friend with a smile.

"It was exhausting," Danny replied. "I think the Box Ghost is actually starting to get better. He's starting to learn how to fire ectoplasmic cubes."

"So, how long did it take you this time?"

"About four hours. I didn't get to bed until 2:00 AM so I couldn't finish my math homework. I'm toast."

"Look on the bright side."

"What bright side?"

WHAM!

"Ow!" a feminine voice cried at the same time as Danny.

Shaking his head, Danny looked to see who he'd run into. He saw a mess of blonde hair that held a familiar hairpin shaped like a red flower. His ice-blue eyes widened.

"That _lovely_, ever so bright side."

"Shut it, Foley!" Star Locklight said angrily.

"Worth a shot."

"Oh, crud," Danny groaned.

"And watch where you're going, Fenton!" Star shouted at Danny. "You nearly ruined my new outfit!"

Danny actually took time to examine the pretty blonde's outfit. While she had the signature flower hairpin, the rest of her attire was completely different. For starters, she wore a white t-shirt with sky-blue trim with a shooting star pictured on the front followed by red and blue streaks. She also wore deep blue bellbottom jeans and white slip-on shoes. To top everything off, she wore a red sash that was tied on her left side and covered her right hip; the ends of the sash hung loosely down to her knees.

Danny also caught a whiff of some type of perfume on her; a light scent of strawberries that the boy found somewhat…enticing. All in all, she actually looked…prettier than before. Danny then shook his head violently.

'_Did I just call Star pretty…twice?'_ he wondered, then frowned. _'It's still…too soon…'_

"Did you hear me, Fenton?" Star exclaimed, snapping Danny out of his thoughts. "I got these new threads over in France, and I'd _really_ appreciate it if you could pay attention!"

Danny took on an annoyed look.

"Sorry, Star, but I was too busy thinking about how NOT to be a snob that thinks she's better than everyone," Danny shot back.

"Why, you –"

Suddenly, the door the teens were standing in front of opened up to reveal Mr. Falluca, a short balding man responsible for teaching math and science courses at Casper High.

"Mr. Fenton, Miss Locklight, if you would please cease and desist your little squabble and come into the classroom, we're ready to begin if that would be alright with you?" he inquired sarcastically.

"Gladly," Danny remarked, marching into class with Tucker heading off to his own class.

Star watched the raven-haired teen before she walked in. A small, unusually genuine smile actually formed on her lips. Even stranger, the thoughts in her head were nothing like she would ever let on about the youngest Fenton.

'_I hope he liked my new outfit, because I definitely like his,'_ she thought, staring at Danny's backside briefly before taking her seat next to him. _'He actually looks…cuter than before. He definitely seems like he's been working out. I just hope I didn't come off too snobby. If only he and I were both single…'_

If only she knew of the events that would soon follow.

OOOOOO

Danny groaned as he looked at the math homework that was just handed to him by his teacher. A "D" was written at the top of the paper in bold red permanent marker, along with a note from the teacher to see him after class in smaller print next to it. Danny just slammed his head down on his desk, ignoring the pain that came right after.

"Careful you don't give yourself brain damage there, Fenton," Star teased. "Of course, it won't be much of a change from your usual lack of brainpower."

Danny just turned his head to look at the blonde from the A-Listers sitting at the desk next to his. Her pretty, cherry-red lips were set in a smirk as her turquoise eyes looked at him.

'_I did it again!'_ he thought. _'Why can't I stop thinking that about her?'_

Trying to dispel his unusual thoughts, he shot her a glare.

"At least I don't spend a full hour in front of a mirror just to make sure my hair looks fine, Star," he retorted angrily.

"For your information, I happen to be very particular about the way I look. And I only spend about fifteen minutes on my hair, with fifteen for makeup. Besides, at least I walk away with straight A's on my math assignments, Fenton."

To prove her point, she showed Danny her test, to which he groaned again. Sure enough, an "A+" was plastered in red marker at the top of the paper.

"No wonder you got my math homework done up all the way through two semesters back when I got made judge of that stupid pageant."

"Hey, I may be a blonde, but I pay attention in class and work hard for my future, unlike _some_ people I know. And I'm still mad at you about that pageant, by the way."

Danny growled in response but said nothing else. The only reason he didn't study much the last couple of nights was the fact that he was up late each night ghost-catching. Every time he sat down and tried to study, his Ghost Sense would go off and he'd have to go deal with whatever got loose.

Of course, Star didn't need to know that.

Plus, he still wasn't entirely over his break-up with Sam…

'_Can't think about that right now,'_ the raven-haired junior thought, shaking his head. _'Still too painful, even after two months…and these thoughts about Star aren't helping either!'_

Now, he was failing math again, and it was only a week into his junior year. He groaned again and put his head back on his desk.

Meanwhile, as Danny was still acting all miserable, Star was still looking at him from the corner of her eye, surprisingly with a look of concern on her face.

'_If he doesn't get his act together, he'll end up staying back a grade,'_ the blonde thought. _'Can't believe I've begun to actually care, but I hope he pulls through.'_

Before, Star never really cared that much for the raven-haired, blue-eyed son of ghost hunters. Sure, she sort of liked him when they were little kids. But then she met Paulina and spent all her time with the Latina, picking up her dislike of geeks and weirdoes. Later on, during freshman year, she got together with Kwan after Paulina was spending time with Fenton for some weird reason, like she was possessed or something. Well, first it was Tucker and then she moved on to Kwan for the sake of being popular. Since then, she's been happy.

Lately, however, Kwan's been distant ever since she got back from her month-long trip to France a week before school started. He hardly seemed to spend any time around her, and he always gave some weird excuses for not being around.

And now she's had these unusual thoughts about Danny for the past couple of weeks, all of them relating to how cute he looked to her. It was definitely freaking her out at times.

Suddenly the bell rung, snapping Star out of her thoughts. Gathering her belongings, she got up from her desk and made for the door.

"Miss Locklight, please wait a moment," Mr. Falluca called out.

Star halted at the door and turned around. A gloomy-looking Danny was standing next to Mr. Falluca who was holding a couple sheets of paper.

"Yes, Mr. Falluca?" Star asked.

"As you are aware, Mr. Fenton here is falling behind in his studies again and has not turned in a passing assignment once so far," the balding short man explained.

"But it's only the first week of school!" Danny exclaimed.

"True, but this is your junior year of high school and the time where you really need to be applying yourself to be ready for college," Falluca countered. "And the first major test is coming up on Monday, a few days from now, and it will count as one tenth of your final overall grade in this class."

Danny groaned, while Star spoke up.

"So, what does this have to do with me, Mr. Falluca?"

"As you are the best in the class and have consistently kept excellent grades in math, you are hereby held responsible for Mr. Fenton's success in this class. Simply put, you are now his tutor."

"WHAT?!" both teens cried simultaneously before glaring at each other.

"From this point on, Mr. Fenton, I do not want to see a 'D' on any assignments from here on out. And Miss Locklight, if you fail in your responsibility to help raise Mr. Fenton's grades, I'm afraid your grades will suffer as well."

"That is SO unfair!" Star complained.

"If life was fair, Mr. Fenton here would be getting the same grades as you," Mr. Falluca explained, holding up the forms in his hand and giving them to the two teens. "These forms are for your parents to look over and keep in order to make sure you fulfill your obligations. From here on, you will spend every free night you have making sure Danny does his equations correctly, including weekends, whenever I hand out an assignment or administer a test."

That did not sit well with the two teens, to put it lightly.

"But I have plans on Saturday!" Danny and Star shouted at the same time.

When they realized that they spoke at the same time, they glared at each other again but both blushing at the same time. Mr. Falluca coughed to catch their attention again.

"I believe your grades take precedence in this matter," Mr. Falluca countered. "Until the test, you two will spend, at the very least, a couple hours together every night studying for the test. Your parents will make sure of it, and I'll be calling them tonight to make sure they've gotten the forms."

"Crap," the teens said simultaneously, before glaring again at each other. "Stop doing that!"

Mr. Falluca then dismissed the two teens, who were still glaring at each other as they exited the room.

"Thanks, Fenton!" Star complained angrily. "Now I have to spend my time making sure you don't fail so I don't fail!"

"Oh, so it's _my_ fault that you just happen to be the smartest student in class when it comes to math," Danny shot back, raising an eyebrow.

"Maybe if you studied instead of playing video games with your loser friends, you might have at least a 'B,' but you don't."

Danny growled in frustration as soon as Star said "loser friends." He tightened his grip on his notebook.

"You'd better be a quick study before Saturday, because I have party plans with Kwan," Star continued, poking her slender finger into Danny's chest. "The last place I wanna be is studying with you instead of spending time with my boyfriend. And I'm sure you'd rather be with that techno geek and your loser girlfriend."

Danny's temper was now at critical. All he could do from activating his powers was clenching his notebook so tight it was crumpling.

"She is NOT my GIRLFRIEND!" he screamed, making Star jump back. "Not anymore."

Now everybody in the hall had turned their attention on Danny and Star, but Danny could care less right now. Star, however, was shocked, both at Danny's angry admission and at what she'd let herself say.

'_Why did I say that?'_

However, her thoughts were interrupted by Danny yelling at her.

"All you do is insult and slander me without remorse or even thinking! Maybe if you actually tried to get to know anything about me, you'd know that Sam and I broke up over the summer while you were away!"

Star mentally slapped herself.

'_You idiot, now look at what you've done,'_ she scolded herself. _'Now he hates you even more.'_

Fortunately, Danny was through shouting, as he stormed away to his next class. Star was now left standing in the middle of the hall, surrounded by onlookers who looked back and forth between her and Danny's retreating form and whispering amongst themselves.

'_Wonderful.'_

OOOOOO

The next couple hours went by slowly, as guilt ate away at Star for what she said to Danny. And it didn't help that Paulina actually congratulated her on how she treated Danny as the two met at Paulina's locker.

"Way to tell that loser what-for, Star," the Latina was saying as the two A-Listers walked down the hall. "Too bad you're stuck with him until the semester's over playing tutor."

"Yeah…" Star replied, not really listening.

"Dash's big party is this Saturday, and it'll be hopping. All the cool people will be there!"

"I know that, but I'm obligated to tutor Da- I mean, Fenton, or else my grade suffers as well," Star replied. "If my grades start slipping, my mom will put a hold on any allowances until they're back up!"

'_Gotta remember not to call Danny by his first name in front of Paulina,'_ Star thought. _'Otherwise, she'll think something's up.'_

Fortunately, Paulina remained oblivious of Star's near slip-up and continued talking in her annoying, "I'm better than you and you'd better remember that" tone that she always had.

"Oh, well. Just don't let him get the best of you, Star. You have a reputation to uphold, you know."

'_Yeah, a reputation as your personal satellite, you dumb airhead. Don't know what Danny ever saw in you to begin with.'_

"Don't worry, Paulina," she replied with a fake smile. "I'll make sure he knows his place."

"Good, now I've gotta go. Dash is giving me a ride home in his brand new convertible! He isn't the Ghost Boy, but he'll do for now."

With that said, Paulina was off, leaving Star alone with her thoughts for the moment.

"Like Danny Phantom would ever spend time with a hussy like you," Star muttered under her breath.

Out of the corner of her eye, she saw Kwan coming around the corner and smiled. She turned around to greet him.

"Hey Kwan, since school's all done and everything, would you like to walk me home?" she asked, hopeful.

Her boyfriend suddenly got a hesitant look on his face, causing Star to raise an eyebrow.

"Actually, Star, I…uh…gotta help my dad with…something, and he needs me home right away!"

"Um…okay? Maybe tomorrow then?"

"Sure, Star! See you tomorrow!"

Before Star could say anything else, Kwan was gone. She was alone…again.

'_I don't understand what is up with him,'_ the blonde A-Lister thought. _'His excuses are getting lamer every time, and I'm getting sick of it! I'm really starting to think he's just not interested in me anymore. Maybe that's why I've been thinking about Danny like I have been lately; just a way to relieve the pain.'_

Star sighed and walked away with a look of sadness upon her face. It looked like she was walking home alone again.

Had the blonde stayed a minute longer, she would've seen a female figure talking to Kwan and dragging him into the janitor's closet. Seconds later, moans of pleasure could be heard.

But, unfortunately, Star never heard them, as she was already out of earshot.

_A few moments ago, but with Danny and Tucker…_

Meanwhile, Danny was relaying to Tucker his side of the story regarding the argument with Star as they were walking down the hallway to leave.

"She just would not stop blaming me for everything, Tuck," Danny was saying. "And then she HAD to mention Sam, and that was the last straw. So I basically just told her off."

"That's brutal, man," the techno geek replied. "And to make things worse, you have to spend most of your free time with her anyway. What a rip, although I'd kill to be your shoes."

"Typical Tucker Foley response," Danny said, smirking.

"You know it, dude. But…don't you think you were a little hard on her? I mean, she WAS away when you and Sam dated and then called it quits so you can't expect her to know everything. Of course, I'm surprised she didn't hear it from Paulina, the gossip queen."

"That is surprising. And you're probably right about me being too hard on her, but she was getting on my nerves so I just exploded. Plus, she hasn't exactly treated me with any decency whatsoever."

"Very true."

Suddenly, they heard Star's voice from around the corner.

"Hey Kwan, since school's all done and everything, would you like to walk me home?"

Danny and Tucker hid in the shadows of their hallway. Danny peaked out just enough to see Star talking to her boyfriend Kwan, who had his back turned to Danny.

"Actually, Star, I…uh…gotta help my dad with…something, and he needs me home right away!"

"Man, that excuse sounded totally lame," Tucker whispered.

"Quiet!" Danny whispered back.

"Um…okay? Maybe tomorrow then?" Danny heard Star replied, the hope in her voice wavering.

"Sure, Star! See you tomorrow!"

Danny couldn't help but notice the look of sadness that came across Star's beautiful face before she turned away.

'_I can't believe her own boyfriend wouldn't want to walk her home,'_ he thought. _'If I was her boyfriend, I'd gladly…'_

He stopped his train of thought before he realized what he was about to think. He just could not believe these thoughts were just, out of the blue, coming into his head. Now, with Star having obvious problems with Kwan, they were coming on stronger.

'_Do I really like her that much? It's only been a short time since Sam, but I can't be falling for another girl just like that!'_

Danny's thoughts ceased when he saw Kwan coming in his direction. Thinking quickly, he turned himself and Tucker invisible to evade notice. The jock didn't even stop to look as he kept going in the other direction, so Danny uncloaked himself and his friend.

"That was close!" Tucker whispered.

"You're telling me; otherwise we would've been stuffed in our lockers."

"You said it. Wait, what's Kwan doing?"

Danny turned and saw the football player stop to talk to an attractive-looking African-American girl in front of the janitor's closet. She had a seductive smile on her face as she then pulled a surprisingly-willing Kwan into the closet with her. Danny then heard moans coming from the closet.

"I don't believe it…" Danny whispered, not believing his eyes or his ears.

Danny then looked around the corner to see if Star had seen or heard anything, but the blonde was already almost out of sight.

"That was Ashley, from the beauty pageant last year!" Tucker pointed out. "I've seen her and Star hang out together at times too, but I didn't think she'd pull something like this!"

"If she wanted to be popular, I'd say she's doing whatever she thinks it takes to do it," Danny replied. "Apparently, going behind Star's back and stealing her boyfriend is her way to do it."

"I mean, I've seen Kwan acting weird lately after Star left for her trip, but I never thought the guy would stoop to this. I mean, he was actually one of the nicer A-Listers from time to time."

"Times change, Tuck. But nobody, not even Star, deserves this. Now I _really_ feel bad about what I said to her earlier."

Tucker just nodded in agreement. Not knowing what else to say, the two friends made for the exit.

OOOOOO

Twenty minutes later, Danny and Tucker were walking home. Both were thinking hard of what to do with this new situation regarding Star.

"I just don't think she'd believe either one of us if we told her," Tucker finally said. "I mean, she doesn't exactly like us."

"Maybe we could tell Valerie," Danny suggested after some thought. "I mean, she is Valerie's closest friend. She's got to believe her."

"True, but Valerie's gonna need proof. I didn't really think to record what happened, so maybe if we trailed Kwan –"

"It's gonna have to be you and possibly Valerie," Danny interjected. "Remember, I'm stuck with Star tutoring me so I'm won't be able to help."

"Darn, your ghost powers would actually come in handy for a stealth op like this."

"I know, but I can't bail on this otherwise Star's grades will suffer too," Danny explained. "And I don't want her coming after me about that."

"Well, I can see if I can talk to Valerie tonight after I get my homework done," Tucker said, now walking away towards his home street. "Take care, dude."

"You too, Tuck."

Danny continued along, thoughts going through his head about Star.

'_Even if I had proof, how do I tell Star that her own boyfriend is cheating on her with who she thought was a friend of hers? I may not get along with her, but I'd rather not see her broken up about this. I guess –'_

Suddenly, a very _familiar_ scream interrupted his thoughts.

"That sounded like Star!" Danny exclaimed.

Looking around, he ducked into a nearby alleyway.

"Going Ghost!"

In a quick flash, twin white rings of light appeared at Danny's waist. In an instant they moved around his body, changing his appearance entirely. His jeans and sneakers became black cargo pants with bright green seams and white combat boots. His red shirt over his black shirt became a white hooded vest over a black shirt with the sleeves ending just above his elbows and the "DP" emblem in white on his chest as well as in black on the back of the vest. His hands were covered by loose, fingerless white gloves with black straps around the wrists. And the utility belt that he wore as a human was now visible around his waist; it had a green button in the center, with pockets holding various ghost-hunting items with a Fenton thermos attached on the left side.

He'd only learned how to change his outfit just recently, as he was getting tired of his look and wanted to do something new. It was one of the few good changes in his life, in regards to recent events.

Now that he was battle-ready, he made off to wherever Star was. He found her backed against a tree, her eyes wide with fright and her belongings scattered all around her. Danny took a quick look-over on the ghost that was standing just a few feet away from the scared blonde. It was about twice his size, green, and looked a giant beetle with red eyes and a massive horn.

"Hey, ugly!" he called out, catching the ghost's attention. "Bug off!"

Danny fired a massive burst of green ectoplasmic energy from his right hand that sent the giant bug flying. Danny then stopped in front of Star.

"Hey, are you okay, miss?" he asked, obviously pretending to not know who she was. "Are you hurt?"

"Ye-yeah, I'm fine," Star stuttered with a weak smile. "I was just walking home when – Oh, my God, look out!"

Danny turned his head only to be greeted by a powerful blast of purple ectoplasmic energy that was shot from the beetle ghost's massive horn. When it hit Danny, some of the energy ricocheted off the teen hero and hit Star.

"Ow!" she cried, gripping her arms in pain.

Getting up from the blast that hit him, Danny saw Star holding herself with a pained look on her face and the beetle standing above her. It then fired a blast that transformed into bindings that bound Star's arms and legs. Star gasped in pain as she fell to the ground, getting shocked by the bindings.

"No!" Danny yelled, his eyes glowing with anger.

He took off and began charging up his ice powers. His eyes then glowed an icy-blue and shot at the beetle's legs, encasing them in blocks of ice. The creature howled in rage as it realized it couldn't move. Danny took advantage and landed a powerful roundhouse kick to the creature's face and sent it flying again.

'_Gotta get it away from Star!' _Danny thought.

Concentrating hard, his body glowed for a few seconds. A second Danny then appeared, and then a third and a fourth. Danny tried to create a fifth, but couldn't do it.

'_At least it worked this time,'_ he thought. _'I just hope they last long enough to beat this thing.'_

"Anyone got a giant can of bug spray?" one of the clones joked, getting a laugh out of the others.

"Or a giant swatter?" another clone added, pounding his fist into his open palm.

"Guys, keep Bugzilla busy while I take care of her," Danny ordered, pointing to Star.

Danny's clones nodded and attacked the ghost while he tried to free Star from her spectral bindings. Kneeling down, he tried grabbing them and breaking them off with ectoplasm-charged hands. The end result was him getting zapped the moment he gripped the bindings. Grunting in pain, he fell backwards from the shock.

"Phantom, are you okay?" Star asked, concerned.

"Don't worry about me, miss," Danny replied. "It's you I'm worried about as long as these ropes are on you. Just try to relax."

Star nodded in response. Danny turned to see the progress of his clones; two of them had been vanquished, while the other two were holding their own with onslaughts of ice powers and green ectoplasmic fireballs. The creature roared in pain, but the clones were resilient…for now.

Danny then focused back on Star's bindings and concentrated, his hands glowing ice-blue again and gripping the bindings like he did before. This time, however, the shock was minimal as ice covered the ropes, encasing them. Danny's hands then glowed green again and broke the ropes with ease.

"There we go, all –" he began to say.

Star screamed, causing Danny to turn around to see one of his clones blasted into nothingness by the beetle ghost's lightning blast. The last one was now blasting constant ghost rays in order to stall for Danny. Thinking quickly, Danny threw up a massive ghost shield around himself and Star.

"My shield will only last a short time, so as soon as it's down I need you to run as fast as you can," Danny instructed, turning to Star. "Do you understand?"

"B-b-but what about you?" Star asked, scared. "I hate to say it, but you're outmatched."

"True, but your life is more important right now. I have an ace up my sleeve that should be able to put him down long enough before I send him packing. So please, run as soon as you see the shield drop. Understand?"

Star just stared at him, curiously, before nodding. Danny nodded in response and turned to see the last clone disperse at last from the creature's power. The beast then refocused its attention on Danny and Star. The shield began to slowly fade.

"Get ready…" Danny told Star, who nodded fearfully.

The creature stomped closer, causing tremors in the ground. The shield flickered more rapidly in response.

Star moaned in fear, even more so as the beetle sprouted wings from its back and launched itself into the air to land directly in front of her and Danny. The shield itself finally disappeared.

"GO!" Danny cried.

Star ran as fast as she could, with Danny between her and the ghost. He blasted the creature again and again with a combination of ectoplasm-powered ice shards and fireballs. While it backed the creature up somewhat, it still kept coming.

'_Man, this is the toughest battle I've had for a while,'_ Danny thought, sweat pouring down his face. _'I just hope it leaves Star alone now.'_

He spoke too soon, as the creature then launched another attack…right at Star's retreating form.

"STAR, LOOK OUT!" he screamed, completely forgetting the fact that he just called out her name.

The blonde heard her name and turned. She then let out a scream, tripping backwards onto the ground and then crying out in pain. The creature then made for her, nearly bowling Danny over.

Danny growled and took off like a shot, landing between Star and the beetle just as the ghost fired its electrical attack. Shielding Star with his body, Danny took the brunt of the attack.

"Phantom!" Star screamed.

"Run, get away n– GAAAAHHH!"

Danny screamed as he doubled over in pain from the attack, which seemed to be getting more powerful by the second. He could barely move, or charge up a surprise counter attack for that matter. He looked over his shoulder to see Star's terrified eyes and a look of worry on her face.

'_It can't end like this…'_ he thought as his vision was becoming cloudy.

Just then, a familiar voice called Danny out of near-unconsciousness, along with the sight of green ecto energy hitting the beetle ghost's side.

"LEAVE HIM ALONE, BUG BREATH!"

OOOOOO

Star ran as fast as her legs would carry her. She needed to get away, but she could still feel the pain from the bindings that had been on her just minutes ago.

'_All I wanted was a nice walk home, but I just had to get attacked by Bugzilla!'_ she thought. _'At least Phantom is here, though I hope he's okay!'_

"STAR, LOOK OUT!"

Not even thinking about how Phantom knew her name, she turned and screamed as the monster was coming after her…again. Unfortunately, she tripped under her own feet and fell backwards onto the ground. She cried out in pain, both from her burns and from the fall.

The monster was getting closer.

But once again, Phantom appeared in between her and the monster. The only problem was the monster's attack that had just been launched and Phantom taking it full force as he shielded her.

"Phantom!" she screamed.

"Run, get away n– GAAAAHHH!"

She watched in horror as Phantom doubled over from the immense power of the beetle ghost's electrical attack, the energy washing over his body. She saw him look at her, the pain now very evident in his neon green eyes.

'_It can't end like this!'_ Star thought as she watched Phantom struggle.

Before her eyes, Phantom struggled to stand up to the ghost beetle's electrical attack that was proving to be unrelenting. While she was amazed at how much of a struggle he was putting up, she was terrified for Phantom's wellbeing.

That is, until the creature roared in pain as it was hit by a newcomer's attack.

"LEAVE HIM ALONE, BUG BREATH!"

Star looked up to see the newcomer, who had her back turned to Star for the moment. All Star could get from her was that she had spiky, snow-white hair pulled into a ponytail, and she wore a black and white outfit similar to Phantom's, only she wore white shoes, not boots, and her midriff was exposed.

"Danielle…" Phantom whispered painfully, forcing himself back to his feet.

"Nice to see you too, Danny, though I wish the circumstances were better," the girl identified as Danielle replied. "Save your strength while I keep this guy busy, and you, Blondie...help him any way you can."

Star nodded, only slightly irked at being called "Blondie," but what could she do at the moment anyway?

"N-no, wait…" Phantom began to say.

But Danielle didn't wait for Phantom's response and attacked the creature. In the meantime, Star tried to help the ghost boy to his feet. Each time she tried to lift him, however, he fell back to his knees.

"C'mon, Phantom, work with me here," she encouraged, ignoring the painful burns on her arms from the electrical bindings earlier.

"Sorry, but this has been the toughest fight I've had for a long time," the Hero of Amity Park replied with a tired smile before turning to her. "Are you doing okay?"

"I'm fine, but…how do you know my name? I've never actually…spoken to you before, so I'm curious."

"Uh…"

Phantom fell silent, as if hesitant to answer. Star started to speak again, when she heard the ghost girl scream. Looking up, the girl had been thrown into a nearby tree, and Bugzilla roaring in triumph. Star then felt the ghost boy slip out of her grasp and finally managed to stand on his own.

"Phantom…" she started, but he cut her off.

"Get back, and cover your ears…" he growled.

Star could do nothing but obey. She watched as Phantom took in a deep breath, and, as he opened his mouth, she saw waves of energy being released. And she heard what sounded like ghosts moaning as Phantom released his attack.

It definitely had an effect on the creature, as it was finally buckling underneath the immense power of Phantom's attack. Then it collapsed, and the ghost boy took the strange-looking thermos attached to his belt and opened it.

'_What's that for?'_ Star wondered. _'Is that supposed to turn the bug into soup or something?'_

At that point, the girl called Danielle jumped down from the tree she'd been thrown into and ran over to Star's side, who now had a good look at the girl now that she was next to her.

Danielle wore white shoes, black pants with white at the bottoms, a white shirt with Phantom's emblem in black on the front, a black jacket that hugged her upper body, and a pair of white gloves.

The younger girl looked at Star quizzically, causing the blonde to turn back to Phantom.

"Say good night, you overgrown cockroach," he grunted, as a bluish-white beam shot from the thermos.

The energy beam struck the creature and pulled it into the thermos with a final roar of fury being heard. As Phantom closed the lid, he held his head and groaned.

"Phantom?" Star inquired hesitantly.

The ghost boy turned to her with a small smile and tired eyes.

"All…in a day's…work…" he managed to get out, before falling to the ground in exhaustion.

"Danny!" the ghost girl cried, running to his side.

Suddenly, twin rings of white light appeared at the unconscious Phantom's waist. Star watched in shock and awe as they ran over the ghost boy's form and changed it from his current outfit to an outfit she'd seen earlier that day…in the halls of Casper High School on a boy that she had, time and again, insulted and made rude comments to in public. She let out a gasp as soon as she saw the spiky, snow-white hair of Danny Phantom change to the familiar spiky black hair of…

"DANNY FENTON?!"

* * *

><p>Uh-oh!<p>

There you have it. I know I probably overdid it with the battle, but I'm very detail-oriented and I really got into it. The next chapter won't be out for a while, so please don't rush me as I've just barely started on it. All I ask of you is patience and to give constructive criticism towards this chapter and any issues that you might have with it. Thank you very much and have a great day!


	2. Revelations, Part Two

Hope everyone enjoyed last chapter! Here's a quick recap:

- Danny's math grades are slipping already, only a week into his junior year, and Star gets assigned to be his tutor, upsetting both teens.

- Danny and Star get into a heated argument, with Danny revealing that he and Sam had broken up over the summer while Star was away in France.

- Danny and Tucker discover Kwan is cheating on Star with some other girl.

- Star gets attacked by some giant ghost beetle with electrical attacks, until Danny Phantom swoops in to save her only to struggle with the beast.

- When Danny gets knocked down, his clone Danielle makes a surprise comeback and saves him and Star.

- After Danny recovers enough to deliver his Ghostly Wail attack and finally trap the beast in the Fenton Thermos, he collapses and reverts back to his human form…in front of Star.

Review Responses:

**jim89:** I realized after I left my response to your review, I forgot to answer the question regarding the whole "Phantom Planet not happening yet." You mentioned the whole Danny/Sam thing would happen too if "Phantom Planet" is not happening yet. While the basic outline of that episode will happen, Danny will be with Star instead. While Sam will be there, it will be as a friend in support. Again, the concept of "Phantom Planet" will still exist, but Danny/Star will be the main pairing, since that is the main focus of the story.

Also, you mentioned that this story felt like a "crossover where everyone either dies or they betray Danny for some OOC reason." No one is going to betray Danny; as for dying, unless it fits into the story I don't plan on killing off anybody. Secondly, this is an AU, not a crossover. If it was a crossover, I would say so in the comments and properly categorize the story in the "Crossovers" section. I honestly don't see how it seemed like a crossover, considering the paths other stories take.

I hope I managed to answer the rest of your questions/comments properly.

Now…on with the show!

* * *

><p><strong>Phantom's Satellite<strong>

**Chapter 2**

Star still couldn't believe her eyes.

Just five minutes ago, Danny Phantom was in front of her fighting a ghost monster and protecting her. Now…Danny _Fenton_ lay in his place, unconscious due to over-exhaustion. So many thoughts ran through her head.

'_Danny Fenton is Danny PHANTOM!'_ she screamed in her mind. _'No wonder now why he yelled my name just minutes ago, but why would he keep something like this secret! He'd be, like, beyond the A-List! Paulina would freak!'_

Her thoughts were interrupted by the ghost girl Danielle waving her hand in front of Star's face.

"Hello?" she called out. "You gonna help me move him or are you gonna stand there star-struck?"

Star resisted rolling her eyes at the irony of Danielle's question and helped her prop Danny against a tree. Star then looked over Danny, taking note of the burns on his skin and seeing them heal slowly.

'_Ghost powers…I'm still having trouble coming to grips with that. If Dash knew that Danny was the ghost boy, he'd steer clear of him.'_

"Do you have any water in your purse or backpack?" Danielle asked her.

Star got up and retrieved all her belongings, opening her backpack on her way back. After some digging, she found a half_-_full bottle of water and handed it to Danny. As Danielle opened Danny's mouth to pour the water in, Star took the time to notice the muscles underneath the boy's shirt and felt her face heating up slightly.

'_Must be from all the ghost-fighting from the past couple years, seeing how Danny Phantom appeared at the beginning of freshman year. Can't believe I never put it together, and it was so simple! Danny _Fenton, _Danny _Phantom_?! How could I not see the similarities?'_

"So…who are you?" Danielle asked.

"I think you should explain who you are first," Star replied with her arms crossed, ignoring the pain from her burns.

"Fine, I'm Danielle or Dani with an 'i,' for short," the ghost girl replied, then became nervous. "I'm…his cousin."

"I just found out that someone I've known for years, someone I've treated like crap, is the one person who's been protecting everyone from ghosts bent on taking over the world, and I'm supposed to believe that!"

"I'm a half-ghost just like Danny."

"A what?"

Danielle sighed and a pair of white glowing rings appeared at her waist just like Danny. Her hair went from snow-white to raven-black like Danny's with a red bandanna tied to her head. She wore a sleeveless sky-blue hoodie that was unzipped to show a dark red tank top that revealed her midriff with sleeves ending at just above her elbows and her forearms were covered by black armbands. Lastly, she wore indigo-colored jeans that hugged her legs and red sneakers.

'_Stylish…'_ Star mentally approved, but then she grew suspicious. "You're his cousin and you just happen to have ghost powers exactly like him?"

"It's...complicated," Danielle replied nervously, twiddling her thumbs together.

"Try me," Star stated, her arms crossed.

Danielle's eyes narrowed in anger and she growled defensively.

"Hey, back off! Just who are you supposed to be?"

"My name's Star and I'm a classmate of Danny's."

"Are you a friend of his? The first time I was here the only friends of Danny's that I saw were Tucker and Sam, and you were sitting over somewhere else with that dumb jock Dash and some preppy-looking girl in pink."

"Uh…those are my friends," Star answered, feeling guilty. "I'm not actually a friend of Danny's."

Danielle growled in irritation, causing Star to back up from the raven-haired girl with glowing fists. Unnoticed to them, Star's arms also reacted to the nearby ecto energy by pulsing a faint light.

"Give me one good reason not to blast you out of the park!"

"I…I only make fun of him because I want to fit in with the popular kids," Star explained, looking at Danny's unconscious form. "Lately, however, I've been having doubts about that. Mostly because I…uh…I…"

Danielle's arms stopped glowing and her expression softened.

"Look, Danny has risked his life for me time and again," she said. "I just want to be able to do the same for him."

"What exactly has he done for you?"

"I can tell you later; right now, Danny needs to recover from his injuries. That fight really took it out of him!"

"I haven't heard of him fighting that hard ever since the awful Ghost King invaded," Star said, now worried. "I never knew he had such strength in him all this time…"

"Maybe you would if you didn't treat him like crap like you said," Danielle admonished, letting her temper get the best of her again. "Like I've said, he's the reason I'm alive right now, so don't think I'm gonna let you take advantage of him!"

Danielle's eyes glowed brightly, making Star back up slightly. The burns on her arms slightly glowed in response. But before anyone could notice, the light on her arms faded away.

"Chill out," Star said reassuringly. "I –"

Before Star could finish, she heard Danny groaning. Star and Danielle kneeled down next to him, with Star at his right and his "cousin" on his left. Slowly, Danny's eyes opened and Danielle was the first one he noticed.

"Dani?" he asked, blinking his eyes. "What are you doing here?"

"I had nowhere else to go, so I figured I'd come back and help you protect Amity Park," the younger halfa replied.

"Thanks for the save. Is Star okay?"

"She's fine. In fact, she's right there!"

Star cleared her throat, causing Danny to stiffen. Slowly, he turned and saw her sitting next to him with a nervous smile on her face.

'_Oh, crud!'_ he thought, _'She knows who I am! She's gonna tell everyone at school and then the Guys in White will find me and my family and –'_

His thoughts were interrupted by Star shaking him.

"Danny? DANNY! Snap out of it! Are you alright?"

Danny grabbed Star's hand to stop her shaking. In his panic, he didn't notice the faint blush on Star's cheeks.

"Star, you _cannot_ tell anyone what you've seen!" he pleaded. "If you do…"

"…you'll be world-famous!" Star interrupted. "C'mon, think about it, Danny! Dash will stop shoving you into lockers, Paulina would worship the floor you walk on…"

Star was interrupted as Danny gripped both of her shoulders and looked, unwavering, into her turquoise eyes. Danielle, however, was very annoyed by the blonde's outburst and she balled up her fists.

"Star, think about it: I'll be hunted down by ghost hunters everywhere, my family will be made targets due to my popularity as well as anyone else even remotely associated with me, which now includes you. Tell me, Star…is my popularity worth your safety? Or your family's?"

Star stared back at Danny, noting the unwavering intensity in his ice-blue eyes. She realized that he had a valid point; if everyone knew who Danny was, he'd be popular, yes, but he would constantly be on the watch for ghosts, ghost hunters or anyone else who wanted a piece of Danny. He'd have no time to himself, and anyone who knows him would be hounded for information and given no privacy.

"Sorry, Da – Fenton," Star finally said, almost slipping up again. "I guess I've been hanging around Paulina too much. It's just something that's this big would really stop people from making fun of you and giving you crap."

"You mean people like you?"

Star's eyes widened at what he said, but then realized he was right. As she looked downcast, Danny realized what he said and put a comforting hand on her shoulder.

"I'm sorry, Star," he said, trying to reassure her. "I didn't think before I said that."

"No, Danny, you're right," the blonde corrected. "I have treated you like crap for years, but it's only because…I…uh…"

Danny was now looking at her confused, but Danielle caught on quickly.

"I think we need to get out of here before anyone else comes along and questions what happens," she interjected. "Besides, Danny needs to recover from his battle and send that ghost back to the Ghost Zone."

With that said, Danielle looked at Star and winked. Star let a small smile cross her face and nodded.

"She's right, Danny, we should get you home so you can rest," she said, grabbing her things.

Luckily, Danny nodded and proceeded to get up. But then he grabbed Star's arms, causing her to look up at him.

"Danny, what are –?"

"Can't have your parents or mine questioning those burns on your arms," he said, his hands beginning to glow.

As Danny ran his hands along Star's arms, a greenish-white glow came from them and a soothing feeling came over the blonde girl as the visible burns faded away with the energy fading into her skin. Star took a look at her arms and then looked back at Danny with gratitude.

"Uh…thanks…Danny," she said quickly, a light blush appearing on her cheeks.

"No problem, Star," he replied, his cheeks showing a slight tinge of red as well. "Just a little trick I picked up along the way."

"Still…thank you."

Danielle just rolled her eyes as the two older teens bashfully looked away from each other. She cleared her throat.

"Are we going now, or are we gonna stand here like statues and collect pigeons?" she quipped, crossing her arms impatiently.

Danny and Star looked from each other to her and nodded. Gathering their things, the trio made their way out of the park.

While Danny walked ahead of them, Star fell back next to Danielle.

"Thanks for the save, Dani, I owe you one," she whispered in the younger girl's ear. "Though I'm surprised you helped me out before things got too weird."

"So you do like him, huh?" Danielle asked, raising an eyebrow and smirking knowingly. "Kind of figured the way you were blushing half the time."

"Just…please don't say anything. I still technically have a boyfriend, but he's been blowing me off lately."

"If that's the case, you're better off ditching him anyway. It's obvious that you like Danny."

"Just promise me you won't say anything," Star pleaded. "I want to see what happens with my boyfriend before I make any decisions."

"I promise, but only if you promise that you'll tell Danny how you feel at some point if things don't work out with this boyfriend of yours, which it probably won't at this point."

"Fine, I promise," Star whispered back, slightly annoyed. "You're almost as annoying as Danny actually is sometimes."

"Well, I _am_ his cousin."

"Yeah, well I'm still having trouble believing that, kid."

"I'm not a kid; I'm 14!"

Star sighed, rolling her eyes and rubbing her arms as she walked closer to Danny.

No one, however, noticed that the areas on Star's arms where the burns had been continued to glow slightly every few seconds.

OOOOOO

Luckily, Danny's parents weren't home when the trio arrived. Danny had nearly fallen over after leaving the park, so Star and Danielle had his arms draped around their shoulders. They laid him on the couch, with Danielle at his feet and Star standing at the end his head was on.

"Thanks again, you two," he said. "That last attack really drained me. I'm just glad it worked."

"It sounded really spooky," Star commented. "What kind of attack is it?"

"It's called the Ghostly Wail. Almost like a sonic scream, but with ecto energy and, obviously, sounding like ghosts. It's great for breaking through strong ghost shields or clearing away a large group of enemies. But it's also very draining; I can only do it at least two or three times before reverting back to human, or once if I'm already drained a bit from a fight like earlier."

"Considering it won you the fight, I'd say it was the only thing you had left to use," Star said. "Yeah, sure it cost you keeping your secret from me, but…"

"It was the only way to save you," Danny finished, smiling. "Honestly, I don't think I would've won if I hadn't done it, and I'd do it again."

Danny's words had a much different effect on Star than he expected, as the girl turned away to hide the intense blush on her face.

'_Damn it, he keeps doing that!'_ she thought. _'Why does he have to be so cute and heroic?'_

"Anyways, Dani, how are we going to explain you to my parents?" Danny asked his "cousin," thankfully changing the subject. "I'm pretty sure they won't believe either of us if we tell them that you're my cousin."

"I could simply say that I'm a long-lost relative on your dad's side," Danielle responded. "I mean, he does tend to forget things a lot."

"Good point."

At that, Star turned back around in surprise.

"Wait, she's not your cousin?" she asked, raising an eyebrow.

"No, she isn't," Danny explained. "She's actually my genetically-altered clone that was created by my archenemy in order to obtain my DNA to create a perfect clone of me he could have as a son."

Star's eyes widened.

"What happened?" she asked.

"Well, Dani here originally wasn't stable in her ghost form and would've eventually melted into ectoplasmic goop unless Vlad had me transform to get my 'mid-morph' sample. But Vlad never cared for her and only used her, so she turned on him and freed me from his clutches so I could bring down his lab."

"Wait, Vlad? As in Vlad Masters, the mayor of Amity Park?"

Danny and Danielle both nodded in unison.

"How is he your archenemy? I mean, it's not like he's a ghost in disguise or anything, right?"

Danny just stared at her with a bored expression. Star's eyes widened again.

"You can't be serious…Vlad Masters is a ghost?"

"Half-ghost like me, but with twenty more years of experience thanks to a lab accident caused by my dad back in their college days and calls himself Plasmius. Since then, he's hated my dad for that, as well as 'stealing' my mom from him since he's hopelessly infatuated with her."

Star put a hand to her head.

"This is getting to be too much," she said, shaking her head. "First, you're Danny Phantom, then you have a genetically-altered clone and now you're telling me that Mayor Masters is a 'half-ghost' like you and is your sworn enemy."

Danny nodded.

"And he's crazy for your mom despite her marrying your dad?"

"Crazy _and_ obsessed with her, and he blames my dad for ruining his chances with her back in college."

"Ew...and what happened back then?"

"Dad messed up their prototype ghost portal and it literally blew up in Vlad's face, infecting him with ecto-acne."

"Ecto-acne?" Star echoed, raising an eyebrow.

"Highly lethal, but somehow Vlad survived it and gained his ghost powers from it."

Star just kept rubbing her head.

"I feel like my head's going to explode with all of this information," she admitted.

"Sorry to unload all of that on you, Star, but you deserve to know now that you know my secret," Danny replied. "The only other people that know are…Tucker, Jazz and…S-S-Sam."

Star noticed the stutter in his voice as he spoke his ex-girlfriend's name. But she let it slide for now.

"It's just…a lot to take in right now," she answered. "And it's giving me a headache."

"I'll go find some medicine or something," Danielle volunteered, getting up.

"Should be some in the upstairs bathroom, Dani, right next to the –"

"I know where it is, seeing how I've been in your house before."

With a giggle, the younger girl ran upstairs, leaving Danny alone with Star, who now wore a look of guilt on her face.

"Star, are you okay?" he asked, concerned.

"Well, I'm just having trouble believing that she's your clone despite the fact that she acts kind of like you," Star explained. "Plus, I'm still not sure about Mayor Masters either. I guess I'll just need to see it to believe it. I hope you're not offended if I don't take your word for it right away."

"It's fine, Star. Though I'm still surprised that you're apologizing to me. After all, I've never been your favorite person to be around."

Star let out a breath she didn't know she'd been holding.

"Yeah...about that, Danny," she began. "I…I want to apologize for how I've treated you these past years, especially today. I only did it to retain my image of popularity and show that I had some superiority, but I had no idea that I'd hurt you like I did."

Danny just listened as Star continued, with a look of interest on his face.

"I act the way I do around everyone because I wanted the popular crowd to like me, for Paulina to accept me and not treat me like crap and call me a loser, to go out with a popular guy, and I guess I just lost my way. But when you yelled back at me today, after I said all those nasty things about you and your friends, it was like…like I'd been woken up from a coma. I…"

"Star, it's okay, I –"

"It's not okay, Danny," the blonde interrupted, her eyes beginning to water. "All this time, I've called you a freak because of your ghost-hunting parents, teased you and your friends simply because you were 'beneath us,' when all this time you carried possibly the biggest secret ever."

Before Star could continue, Danny put his finger on Star's lips in order to silence her.

"Star, you couldn't have known about all those things, especially about…Sam," he explained, his voice slightly cracking when he mentioned his ex-girlfriend's name. "As for treating me like you have all these years, yeah, it was wrong, but now you're realizing it. That's a big step in the right direction."

Star smiled at Danny's words, but frowned again when she heard his voice cracking.

"Can I ask…what happened with Sam?" she asked hesitantly.

Danny's eyes glazed over a bit when she asked her question and he looked off to the side. Star placed a hand on his shoulder in order to comfort him.

"I'm sorry, I shouldn't have asked. It's not really my business, I just –"

"We broke up two months ago," Danny interrupted. "After everyone telling us that it was obvious we liked each other, I decided to take the plunge and asked her out. It was great for a while, until…"

Star just remained a respectful silence in order to let Danny continue.

"It was two months ago that Sam asked to end it. She felt that our relationship didn't feel like she'd imagined it to be, that it felt more…forced than natural. I mean, everyone expected us to be together, so it didn't even feel real anymore. Although I agreed with her on that, it was still hard for me to accept that we wouldn't be together anymore. We're still friends, but it's…strained right now. I've barely seen her since, and when I do it's only briefly. The last time I saw her was when I passed by her favorite bookstore, the Skulk & Lurk, a couple weeks ago, where she goes for poetry readings and other Goth stuff. We waved, but that's all we did and I just kept going."

"And…what about Tucker, or your sister Jazz?"

"Jazz has been really supportive throughout all of this, and while Tucker still keeps in contact with Sam, my break-up with her definitely has affected our whole friendship after all these years. And with Jazz now away at college, it's even harder."

Star was speechless as Danny basically just laid bare his feelings. Before her was a boy – no, a young man – who, while suffering one of the worst heartaches anyone could experience, could still keep himself together enough to fight the ghosts that attacked Amity Park occasionally _and_ attempt to have any sort of normal life, all at the same time. Just thinking about all of this awoke something within Star that she'd thought had vanished long ago, and her heart went out to the boy that she had, for years, mistreated for no reason other than to retain some stupid image.

She put her hand on Danny's and squeezed it to show her support, causing him to look back up at her in shock. She smiled gently, before she did something that neither she nor Danny ever expected that she'd do.

She hugged him.

For a moment, Danny was shocked at Star's action. But as he took in the smell of Star's strawberry-scented perfume, he felt himself relax for what felt like the first time in weeks and slowly put his arms around her slender waist. After a few more seconds, Star let go of Danny.

"If it's any consolation, Danny, I'm sorry things didn't work out for you and Sam," she said. "I hope you two will be able to restore your friendship again someday, as well as maybe…letting me try to be your friend?"

Danny's mind went back to what he and Tucker saw at school before the ghost attack – Kwan pretty much blowing off Star with a totally lame excuse only to sneak a make-out session with another girl, Ashley, in the janitor's closet. Hopefully, Tucker could talk Valerie into helping him catch Kwan in the act so she knew for herself and be there for Star when the truth was revealed to her.

Danny wasn't exactly looking forward to that, because it would mean seeing Star's heart broken and the ghost boy hated seeing her upset after what they just barely went through. While they didn't have the best history, he loathed the thought of someone like Kwan, who'd seemed like a nice guy when he wasn't around the A-List kids, cheating on a beautiful girl like Star, who only acted the way she did for the sake of acceptance and friendship, even if it wasn't a real friendship.

"Danny?" Star asked, waving her hand in Danny's face. "Earth to Danny? You can come back from the moon anytime now."

Danny shook his head, dispelling his thoughts for now, and looked at Star who had a skeptical look on her face.

"You okay? You spaced out for a while there."

"Sorry, Star," the youngest Fenton replied. "I guess I got a lot on my mind right now."

"Well, could you answer my question? I asked if it was possible that we could be friends. Would that be okay?"

After a moment, Danny smiled and squeezed her hand back.

"I'd like that, Star," he replied, getting up from the couch. "And, for the record, I am sorry for snapping at you earlier. It's just…all the pressure from you yelling at me about this tutoring thing and –"

"Oh, shoot!" Star suddenly exclaimed, unintentionally cutting off Danny. "I was supposed to be home forty-five minutes ago! My mom's gonna kill me for being home late."

"You want me to fly you over? I think I have enough strength to get you there."

"I think I'll be able to manage, Danny, but thanks. Besides, you should save your energy for when I come back over for our study time."

As she said this, she had a knowing smirk on her face. Danny just chuckled in response.

"Okay, okay, you win," he conceded. "So…do you want to start tonight or tomorrow?"

"Tomorrow might be better, so you can rest tonight."

"Sounds good, and uh…thanks again…for listening, Star."

"Anytime," she replied, smiling. "But, like I said, all of this is going to take some time to process. I'm still not sure about what you said about Dani being your...clone...and Mayor Masters being a half-ghost like you. It just seems like too much to believe right now."

"I understand, but please keep yourself from telling anyone," Danny requested. "The less people who know, the safer everyone else will be. And who knows what Vlad would do if he caught wind of you knowing. I just...want you to be safe, Star."

Star just looked into Danny's pleading eyes, nearly getting lost in his icy-blue gaze. Fortunately, she pulled herself out of it before he said anything.

"You can count on me, Danny..." she said with a wink.

"Thanks, Star."

As the blonde grabbed her belongings she bumped into Danny, causing the two teens to fall back onto the couch. Star was on top, her head lying on Danny's chest.

"Uh…oops, s-sorry about that," she stammered quickly, blushing like a tomato as she got off Danny.

"It's, uh…fine," Danny replied nervously, his own face heating up. "No big deal."

Star grabbed her things again and made for the door, trying to hide the blush that was still evident on her face. Before she opened the door, she turned back one more time.

"See you tomorrow…Fenton," she said with a playful smirk.

"Wouldn't miss it," Danny shot back with his own grin.

As Star closed the door behind her, she hugged her books tightly with a gleeful smile plastered on her face. While she was still hung up a little on Kwan, those thoughts were quickly pushed aside as she thought of Danny.

'_I've got to remember that I can't tell anyone about this,'_ she thought._ 'Danny trusted me enough to tell me everything, even if I don't exactly believe everything right away. But I won't let him down! I'm sure he'd do the same for me…'_

Making her way down the steps, Star ran off in the direction that would take her home. Only one more thought stuck in her mind.

'_And who would've thought that Danny Fenton would have such a sculpted chest?'_

OOOOOO

As Star closed the door behind her, Danielle chose that moment to come back downstairs. Oddly enough, she had a knowing grin on her face.

"You weren't even looking for medicine, were you?" Danny asked, not even turning around.

"Nope!" his clone replied.

"How long were you watching?"

"From the part where she held your hand, and you didn't let go."

Danny took a moment to examine the hand Star had held just moments ago. A small smile made its way onto his face, but then he realized he still had to figure out a way to tell Star that Kwan was cheating on her.

"You alright, Danny?" Danielle asked, snapping Danny from his thoughts.

Danny dispelled the thoughts in his head for now and turned to face Danielle.

"It's nothing you need to worry about, cuz," he replied. "Now, how do we introduce you to Mom and Dad?"

Danielle smiled at her "cousin," but was thinking at the same time. She'd lied when she said she only observed them from the hand-holding part, when she'd been actually watching and listening the whole time to both of their little stories. And she knew that Danny wasn't telling her everything at the moment either.

"Danny, something's up," she noted, crossing her arms. "I can tell from your facial expressions. What's going on?"

Danny was hesitant to tell her, but knew she'd keep pressing the issue. He sighed.

"Well…it has to do with Star, but you need to keep quiet about it because only Tucker and I know about it," he explained carefully.

Danielle nodded.

"It happened earlier at school, about twenty or so minutes before that ghost attacked…"

OOOOOO

Star made it home just in time to be greeted by her mother as she opened the door. Her mother looked like an older version of her, but with strands of ginger blended in with her brown hair. And her eyes were more of an aqua-green rather than Star's turquoise-blue.

"Young lady, you do know how late you are?" the older woman asked, hands on her hips. "You were supposed to be home almost an hour ago!"

Star almost flinched from her mother's scolding tone. To Star, her mom being angry was worse than any ghost attacking.

"Sorry, Mom, I guess I just got caught up with some friends showing me some new…fashion magazines!" Star lied almost flawlessly. "Paulina wanted to show me some new dresses for the dance coming up in a couple months, and we just got caught up on this one dress that I completely spaced on the time."

While it was true that Paulina had shown her some new dresses earlier that day and that there was a dance coming up in two months, her mom would freak if she knew that Star had been attacked by a ghost and had gotten hurt.

Plus, she couldn't exactly tell her mother that Danny Phantom saved her and unintentionally revealed himself to be her longtime classmate Danny Fenton. That would really raise questions. Fortunately, her little lie put her mom at ease a bit.

"Okay, just…try to keep track of time from now on, dear. Or at least call me and let me know you'll be home late. Do you understand, Starlight?"

Star groaned at the nickname her mom had been using ever since she was in preschool. It was okay sometimes, as long as it was just between her and her mom. Ever since her father died while he was in the military when she was in elementary, it's been just the two of them and her younger brother Matt who's just four years younger than her. Plus, her mom usually worked long hours at the office, leaving Star and her brother to fend for themselves most of the time. But today was one of her _very_ rare days off.

"Yes, Mom, I understand," she finally said, before rummaging through her backpack. "Oh, by the way, I have this form from school that you need to look at."

Star handed her mom the paper regarding her tutoring assignment from Mr. Falluca. After her mom read over the contents of the form, she handed it back to her daughter.

"Danny Fenton, huh?" she asked with a raised eyebrow. "Isn't he the son of those ghost hunters living in that circus attraction of a house? Also, don't you have a crush on him or something?"

"_Mom_, I'm seeing Kwan!" Star complained with a heavy blush on her face. "And I _don't_ have a crush on Fenton!"

"Really? I haven't seen that Kwan boy around here for a while now. Long before you ever went on that trip to France, you two were nearly inseparable. Now, he's hardly anywhere to be seen."

"He's just…busy, that's all!"

Her mom, however, was not easily convinced.

"Believe what you want, Star, but this is a sign that Kwan might not want to be with you anymore," she said, arms crossed. "When was the last time Kwan was over, or called you, or even walked you home?"

Now Star was getting irritated. She hated when her mom stuck her nose in her private life, but the subject of Kwan was really sensitive right now. She grabbed her backpack and made for the stairs.

"My personal life is my business, Mom!" she shouted as she ran up the stairs. "I'll be in my room till dinner!"

She heard her mom sigh loudly in defeat. Then she heard a door open upstairs to reveal her bratty, 12-year-old, redheaded brother.

"Jeez, keep it down, Sputnik," Matt Locklight said, annoyance evident on his face. "Knock off the noise and go back to orbiting that 'Oh, so wonderful' Paulina, why don't you?"

Star shot her brother a cold glare.

"Can it, dweeb!" she growled. "Why don't you just disappear back into your den like a good little monster?"

Matt just stuck his tongue out at Star, who simply went into her room and slammed the door behind her.

Star sighed in relief as she lay on her bed, looking up at her ceiling. When she was younger, she and her mom decorated her ceiling with star-shaped stickers that glowed in the dark, and painted the ceiling a dark blue as a bonus to let the purplish-blue lights stand out. Sometimes just looking up at them gave her some peace of mind, but her brain was still a bit rattled by the day's events.

'_Getting assigned to tutor Danny, getting blown off by Kwan again, getting attacked by a ghost, getting saved by Danny Phantom only to find out he's really Danny Fenton…this day has been one in a million,'_ she thought as she hugged the teddy bear that lay on her bed next to her pillow._ 'But somehow, I wouldn't have it happen any differently. Even though it'll most likely cost me my position in the A-List, I'm glad I'm finally friends with Danny. I'm finally seeing what Valerie saw in him, but I doubt she knows about him having...ghost powers.'_

Suddenly she felt a pain in her arms…right where the burns from the ghost attack had been. She rubbed them gently, trying to get the pain to go away.

"Stupid ghost…" she muttered. "At least nothing's showing thanks to Danny's little healing trick."

The pain subsided after a minute of rubbing. Star smiled triumphantly, as she then proceeded to unload her backpack to get started on her homework.

OOOOOO

Meanwhile, Tucker Foley was nearly finished with his homework when his computer beeped, signaling that he was receiving a webcam invite from someone. After clicking a few buttons, the screen showed Danny's face, which looked exhausted.

"Hey dude, what happened to you?" Tucker asked in a joking tone. "You look like you just went ten rounds against Skulker."

_"Ghost attack at the park after you went home, a giant beetle that shot lightning from its horn,"_ Danny replied, rubbing his head. _"I just managed to throw it back into the Ghost Zone barely half an hour ago."_

"It was that tough?"

_"Believe me, it was one of the toughest battles I've had for a long time. Either I'm getting rusty, since there's hardly been any ghost attack for the last couple weeks, or the ghosts are actually getting stronger. Danielle even stopped by to help me but could hardly make a dent in it."_

"Dani's back, huh?"

As if on cue, the ghost girl appeared on the screen next to Danny.

_"Hi, Tucker!"_ she beamed.

"Hey, Dani!" Tucker greeted. "Nice to see you again. Are you sticking around for good this time?"

_"You bet I am! Can't let Danny here have all the fun without me."_

"Have your parents met her yet, Danny?"

_"Not yet,"_ the elder Phantom replied. _"We're still figuring out what to tell them without giving out the whole 'she's my clone that Vlad created' story."_

_"Maybe if we just told them I'm a long-lost cousin on your dad's side that he completely forgot about," _Danielle suggested._ "I mean, he is a little absentminded, right?"_

_"You don't know the half of it, Dani."_

"I'm sure that'll work," Tucker agreed. "If it doesn't, Dani could always buy your dad some fudge; that always gets you on his good side."

Danny and Danielle laughed in response, but then Danny became serious again.

_"There's something else, Tucker,"_ he stated._ "Something else happened at the ghost fight."_

Tucker noticed the change in his best friend's tone as he spoke, and he had an uneasy feeling in his stomach.

"I'm…not gonna like this, am I?"

_"Not if you don't mind Star knowing my secret since I accidentally transformed in front of her after the fight was done."_

Tucker's jaw dropped and his eyes nearly bugged out.

"Star…saw you?!"

_"I was exhausted from the battle, and I collapsed,"_ Danny explained. _"Apparently, I transformed back into my human form right in front of her. She knows I'm Danny Phantom."_

"Wow, dude."

_"She knows about me too,"_ Danielle chipped in. _"I had to transform in front of her so she'd know I was telling the truth."_

Tucker was almost afraid to ask the big question.

"Is she going to –" Tucker began.

_"She's not going to tell, Tucker,"_ Danny interrupted. _"We…had a bit of a chat and she agreed not to say anything, despite her reservations when I told her that Dani's my clone and Vlad's my archenemy. She's really not that bad actually."_

"Dude, she's a member of the A-List," the techno geek pointed out. "She could be using you, just like Paulina did. You do remember, right?"

_"Yes…and that relationship nearly cost me my friendship with you and…Sam,"_ Danny said with a sideways glance. _"Somehow, I just don't think Star's going to tell anyone. She's not as shallow as we've made her out to be. She even apologized for saying what she did earlier at school."_

"I'm still not sure, man…"

_"I know, but I think we can trust her. If you can't do that, then trust me."_

"I do trust you, Danny. I just hope you know what you're doing. And speaking of trust…did you tell her about Kwan."

Danny shook his head.

_"Didn't get the chance, plus we still don't have proof. Have you spoken to Valerie yet?"_

"I haven't, no. I'll do that after dinner."

_"Why Valerie?"_ Danielle asked after staying silent for the last couple minutes. _"Does she know Star or something?"_

"The two of them are good friends, even with Valerie not being in the A-List anymore," Tucker explained. "If there's anybody Star will be sure to listen to, it's Valerie."

Danielle looked from Tucker back to Danny.

_"Doesn't Valerie still hate your ghost half? The last time I was here, she'd used me to capture you but then you two teamed up to save me from Vlad."_

_"We have…an unspoken truce right now. She hasn't come after me for a while, for some reason. But I know she'd be willing to help with this."_

_"So she doesn't know you're Danny Phantom yet?"_

_"No, but with you possibly living here, it might be time for that to change."_

"One step at a time, dude," Tucker said. "Let's deal with the Kwan situation before we do anything drastic."

_"Agreed,"_ Danny replied.

"And…do you want me to tell Sam about…you know, Star knowing your secret now?"

_"That's…up to you, Tuck. Knowing her, she'd probably flip, but maybe it's best she knows now rather than finding out later."_

Tucker frowned, concerned for his friend. But he didn't push it any further.

"Well, I should let you go, Danny," he announced. "I still got a little bit of homework left to do."

_"Alright, I'll talk to you later, Tucker. And don't forget about Valerie!"_

"Got it. Take care, you guys."

_"Bye, Tucker!"_ Danielle exclaimed while waving.

With that, Tucker's screen went blank. Tucker leaned back in his chair in contemplation.

'_How am I going to tell Valerie that her best friend is getting cheated on?'_ he wondered. _'I just gotta make sure she doesn't go all guns-blazing before she can actually see for herself what Kwan's up to.'_

Tucker sighed loudly.

"At least things aren't any worse than this…"

OOOOOO

Later that night, as Star slept soundly in her bed, with an arm dangling over the side and a content smile on her face, something strange was happening to her body.

On the areas of her arms where the burns had been previously, there was the faint glowing that had been happening all day. The arm that was dangling over the side then turned slightly white. But before Star even noticed it while she slept, it became normal again.

But that didn't stop what was happening inside her body, as little specks of purplish light began attaching themselves to her very DNA.

And her arms continued to glow every so often.

* * *

><p>And…that does it for this chapter! No much action for this chapter, but I'm happy with how it turned out.<p>

I understand I've made Star a bit OOC, but we honestly don't see enough of her character to get the full picture of her life. And with what she now knows about Danny, she now feels the guilt of how she's treated him over the years. Yes, it's due to her knowing now, but I plan to ease her into Danny's good graces by letting her see what he's really like when he's not kicking ghost butt.

So I also decided that I had to give her a home life that makes her more down to earth, showing that she doesn't have the perfect life that everyone thinks she has; an overworked mother and an annoying little brother was the best I could come up with as well as a military father who died while in service.

If you've been paying attention to the little sentences about her arms glowing and such, you're probably figuring out what I'm planning for her next. It won't happen for at least another chapter, but she's going to notice what's been happening with her body ever since the ghost attack.

Danielle's going to be living with the Fentons, and that'll certainly attract Valerie's attention, so that matter will be taken care of as well within the next couple chapters. I should point out the timeline in regards to how long it's been since "D-Stabilized," since this takes place afterward. I would say it's been around a month since then, but I decided to give Danielle an older look as well.

Also, after the "Claw of the Wild," the Casper High students returned home after a couple weeks instead the two months they had originally planned on due to fear of ghost attacks, just so it fits into the timeline for this story.

And as for the Danny/Star situation, I don't plan on them actually hooking up for at least a little while. With their current situations (Danny still reeling from his breakup with Sam and Kwan cheating on Star), I'm gonna try to ease them into it. It's not easy for me to do so, but I'm trying.

Anyways, please leave your reviews. And don't be afraid to leave some constructive criticism; all I ask is that you read the chapter carefully before you point out anything that you may or may not like. Thank you and good day!


	3. Transformations, Part One

A special thanks to **Invader Johnny**, **jim89**, **Guest** and **ghostdolly** for their helpful reviews. Reviews like theirs will keep this story going. Thank you, guys.

I apologize for the long wait on this chapter. I took a break by playing some of my favorite games (Mass Effect 3 & Dragon Age: Origins). Plus, I've been working on the next chapter as well. I just ask that you don't get impatient with me if I take too long.

Again, I do not own Danny Phantom or any of the characters…sadly.

Quick recap:

Star officially meets Danielle, who is very protective of Danny as he lays unconscious.

Danny wakes up, and realizes that Star saw him transform. While at first she wants to tell people about it, Danny convinces her not to.

Star and Danielle help Danny home, where Danny explains more about his powers, Danielle being his clone and Vlad being his archenemy. While Star doesn't fully believe Danny about Vlad and Danielle, she agrees to keep his secret. She then apologizes for all the harsh treatment she's given him over the years, while Danny explains why he and Sam broke up.

After Star goes home, Danny relays to Danielle what happened at school earlier regarding Kwan and they contact Tucker, who promises to talk to Valerie about it and possibly Sam about Star now knowing Danny's secret.

Meanwhile, Star's body is going through an unusual transformation…

I should also make people aware that Dani's look has changed a bit. I gave her a new look and she's also a bit taller, just an inch shorter than Danny.

With that out of the way, time to get on with the show!

* * *

><p><strong>Phantom's Satellite<strong>

**Chapter 3**

Star did not feel right as she got up Friday morning.

For one thing, her arms felt all…tingly even after she'd gotten done with her regular wake-up routine of showing, dressing in her new clothes that she now considered her new regular threads, then taking care of her hair and what little make-up she needed to put on, and then spraying just a bit of her new perfume; altogether it took her a total of close to 45 minutes.

If it wasn't bad enough that her arms still hurt somewhat, the pain seemed to spread to her legs despite not having any burn marks on them despite the shocks she received from the beetle ghost's electrical bindings. Plus, her skin was feeling slightly cold…

So her arms hurt as she got her backpack on to leave for school, and her legs hurt just to walk.

She had to walk alone…_again_…because Kwan failed to show up to walk with her to school. Paulina was definitely a no-go and a no-show due to her catching a ride with Dash, therefore leaving Star to fend for herself. And Valerie lived on the other side of town, so that was obviously out of the question.

With the exception of Valerie, Star was really starting to question her choice of "friends." Maybe spending an extended amount of time with Danny changed something in her, completely disregarding the fact that she now knew his secret. But, as far as she knew, it was still too soon to tell.

"Hey, Star!"

The blonde turned to see who it was that called her name, and let a smile spread across her face when she saw it was Danny but then let it falter ever so slightly when she saw his…"cousin" Danielle. She didn't have anything against the younger half-ghost, but she was still unsure about her considering she claims to be Danny's clone. Plus, the girl didn't seem to trust Star that much; despite that, though, she was thankful for the younger girl's rescue yesterday. But now wasn't the time to dwell on that.

"Hey, you two," she greeted tiredly as they came up on either side of her.

"You feeling okay, Star?" Danny asked, concern in his eyes.

"Yeah, I guess…I'm just feeling a bit tired right now. I think the excitement from yesterday hasn't worn off yet."

"For us, the excitement never ends," Danielle stated. "As soon as one ghost gets canned, another one pops up elsewhere."

"I can't even imagine living that kind of life," Star commented, feeling a bit of…jealousy?

'_Weird…why would I be jealous of their powers? While I admit it's kind of cool to fly or turn invisible or shoot beams of energy from my hands, I'm not sure that kind of life would be for me.'_

"Well, I got used to it," Danny replied with a bit of sorrow.

Star couldn't help but notice the wistful look that passed over her fellow classmate's face as he spoke. She frowned as she looked at the ground as the trio walked, thoughts going through her head.

'_I'll bet somehow he wishes he didn't have these powers some days. I'll bet he wishes he had a normal life, plenty of friends…but he puts everything on his shoulders to protect this town, setting aside the things that he wants for the sake of the lives of people he barely knows or doesn't know at all. He really is something else entirely…and sometimes I wish I could help him…'_

"Star?" Danny's voice called out, snapping the blonde from her thoughts. "You okay? You spaced out there for a while there."

"I'm fine…I guess I got a lot on my mind right now," Star said, rubbing her forehead.

'_Or someone…'_ Danielle thought knowingly, looking from Star to Danny.

"So, how did your parents react to Dani?" Star asked, changing the subject.

"Pretty much what we came up with: Danielle's a long-lost cousin on my dad's side that he didn't know about," Danny explained. "I told him that I ran into Danielle one day and I thought I was looking in a funhouse mirror."

"I simply told them that the orphanage I was at caught on fire and destroyed any paperwork regarding me," Danielle added. "After that, I ran away and bumped into Danny. His parents took pity on me and are going to get me registered as their own. So I'll be Danny's new sister rather than his cousin. Makes sense, right?"

"Wow…I can't believe your parents actually believed all that," Star commented. "What about Jazz?"

"We had a chat with her over the web and explained the real story," Danny replied. "Since she already knows my secret anyway, it was better that she know the truth."

"That's good."

"Anyways, what time after school did you want to get together for our study session?"

"Right after school in the library, since it'll be open an extra couple of hours. How does that sound?"

"Sounds good, but what about tomorrow? Don't you have plans?"

"Well, we could meet at either one of our houses during the afternoon, but let's figure that out later, okay?"

Danny nodded, but then gasped as a wisp of cold energy escaped his mouth. Star wondered what was up when Danielle reacted the same way.

"What's wrong?" she asked.

"Ghost sense," Danny replied. "It lets me know whenever there's a ghost nearby, and –"

"Beware, for I am the Box Ghost!"

Star jumped when a blue-skinned ghost dressed in overalls, a t-shirt and boots floated right in front of the trio. Danny just sighed in frustration.

"Sorry, Star. I gotta take care of this before he tries to wrap me up like a Christmas present like he did a couple weeks ago."

"Okay…" Star replied, still slightly scared. "Be careful."

"I will. Dani, want to join in?"

"Sure thing…bro!" the younger half-ghost agreed with a grin.

The two Fentons ducked into a nearby alley. Star saw two flashes of light and the two Phantoms came flying out with their fists glowing with ectoplasm. The Box Ghost stared at Danielle for a moment.

"Who…is this?!" he called out dramatically. "Another Phantom to thwart the Box Ghost's mighty reign of supreme corrugated cardboard power?!"

Danny and Danielle just looked at each other with bored stares.

"Danny, may I?" Danielle asked.

"Go right ahead," Danny replied, waving her forward.

Star laughed as Danielle simply fired one bolt of ecto energy at the Box Ghost, who was sent flying, literally, into a building.

"Well, I guess we gotta go make sure he stays gone. I'll see you at school, Star!"

"Oh…okay, Danny," Star replied, disappointed that she'll be alone again.

Danny frowned when he saw Star look down at her feet, then he looked to Danielle.

"Dani, go with Star," he requested. "I'll handle Boxy here. I'll be along in a couple minutes."

"But I –"

"Danielle, _please_."

Danielle sighed in defeat and ducked back into the alley to transform again. A moment later, she walked out in her human form again and stood next to Star, who looked up at him with a grateful smile.

"Thanks, Danny," she said simply, a blush creeping up on her cheeks.

Danny nodded and took off after the Box Ghost, while Danielle and Star continued their way to Casper High.

OOOOOO

Meanwhile, Tucker Foley was walking with Valerie Gray, also known as the Red Huntress. To her, no one else but her dad, Vlad Masters and Danny Phantom knew who she was. Unfortunately, she was still unaware that Danny Phantom was her classmate Danny Fenton, and that he already knew her alter ego, as well as Sam, Tucker and Jazz.

But that wasn't the topic of conversation, as Valerie was looking at Tucker with disbelief written on her face.

"I'm still not sure I can believe what you told me last night, Foley," she was saying. "I mean, Kwan cheating on Star? He's, like, the nicest of the A-List kids if you don't count Star."

"That's why I'm asking you to see for yourself," Tucker replied. "Danny and I saw him yesterday. He blew off walking home with Star, again, with some lame-ass excuse, then he walked past us and was pulled into the janitor's closet by that Ashley girl."

"Yeah, you told me that last night and I still don't believe it. If I had seen it like you and Danny did, I can guarantee you that Kwan will find his insides rearranged and all his bones shattered the next time I see him."

"Again, that's why I'm asking you, since I know you're one of the very few outside the A-List that Star still hangs around with at times. Danny said so himself that you should know."

Valerie's expression of skepticism changed to a mixture of shock and happiness. Even if they weren't close like they used to be when they dated back in freshman year, it seemed that Danny didn't hold seem to hold anything against her. Asking for her help was definitely an obvious sign that he still wanted to be a part of her life even if they weren't together anymore.

Not that she'd push to get back together with him now, anyway. After hearing about him and Sam getting together and then breaking up, she didn't want to make him more uncomfortable by pushing to get back together with him. She still liked him, but she also knew it wouldn't be right, considering her occupation as a ghost hunter; she didn't want to risk hurting him if he somehow got into her line of fire. She wouldn't have been able to live it down, so ending their relationship was the best option she felt she needed to take. Besides, she's been noticing a certain someone with blond hair who's been giving Danny attention from a distance for quite some time now…

"Val?" Tucker's voice called, interrupting her thoughts.

Valerie shook her head and looked back at Tucker, who had a worried look on his face.

"Sorry, still processing stuff in my head about all this," she lied. "So, what, I should follow Kwan or Ashley's every move to see when or if they interact at all?"

"Yeah," Tucker replied. "Keep your eyes on one, the other will be sure to show up. And, if you can, snap a picture from your phone to have as proof."

Valerie sighed as she realized what would happen if she found this to be true. Not to Kwan, since she'd make sure he lived to regret it, but…

"This will crush Star if this turns out to be true…" she muttered, sorrow evident in her green-colored eyes. "Fine, I'll do it."

"She may have treated me, Danny and Sam like crap back in freshman year, especially when I briefly dated her, but she doesn't deserve to be cheated on," Tucker added, noticing Valerie's downcast face.

"She only did that stuff to fit in, so you've never seen her when she's not trying to impress anyone. And you'll be surprised at the person you find underneath all that popularity and snob-like attitude. And as for when she dated you, she only acted like that because she really wanted someone else."

Tucker's eyes snapped to meet Valerie's again and they were filled with surprise.

"Who?" he asked.

"I think I'll just let you wonder about that," Valerie replied. "Right now, I see her over there with Danny and…who is _that_?"

Tucker's eyes left Valerie's and they landed on Star, who was chatting with Danny and Danielle, the two Fentons on either side of the blonde. They were all just talking and laughing together, something he never thought he'd see from Star. He noted that Valerie's eyes were open in shock as she saw Danielle. He knew from Danny telling him about Vlad hiring Valerie to hunt down Danielle and how it led to the ghost girl to be fully stabilized in the end. But he didn't need to tell Valerie that.

"Oh, that's a member of Danny's family that he'd known nothing about until they'd literally bumped into each other a while back," Tucker lied. "Her name's Danielle, but most of the time she likes to be called Dani, with an 'I.'"

"I see…"

Fortunately, for Tucker, Star saw Valerie and ran towards her, leaving Danny and Danielle on the sidewalk where they began chatting amongst themselves. Valerie abandoned her suspicious gaze on Danielle and smiled when Star approached, but couldn't help but notice that her friend looked slightly pale.

"Hey Val, good to see you!" the blonde greeted, before turning to Tucker. "Hello...Tucker."

"Hello to you too, Star…" Tucker replied, before realizing something. "Wait, you just used my first name!"

"Yeah, and your point?"

"You've _never_ used my first name!"

Star rolled her turquoise eyes at the hysterical techno geek and focused them on Valerie. The two started walking together, leaving behind Tucker who was still confused as Danny and Danielle went over to greet him.

"So, how've you been?" the blonde asked.

"Not too bad, but are you okay?" Valerie inquired. "I mean, you look a little…pale."

"It…must've been something I ate last night. I'm sure it'll pass over in no time!"

Valerie couldn't help but notice Star's hesitation in answering, but she didn't push any further. Instead, she just put an arm around her friend's shoulders.

"I'm sure. Now let's get to class, shall we?"

Star nodded and the two girls walked into the school. But Valerie looked back as she walked, her thoughts still on Danielle.

'_Why is she here again?'_ she pondered. _'More importantly, is Danny aware of her…condition? I guess we'll see…'_

Meanwhile, Tucker had recovered from his hysterics and greeted the two Fenton siblings as they approached with identical smirks on their faces.

"What's the matter, Tuck?" Danny asked. "Valerie rejected a date offer from you for the millionth time?"

"Star…used my first name!" the African-American boy exclaimed, still unbelieving.

"Well…considering she now knows that you're one of the very few people who knows mine and Dani's…secrets…she's attempting to mend some bridges."

"It's still unbelievable!"

"Tucker, did you talk to Valerie about Star?" Danielle asked, thankfully changing the subject.

"She's having a hard time believing it, but she agreed to keep an eye on either Kwan or Ashley to see what happens."

"That's a start, but we all know the outcome's not going to be pretty regardless of how Star finds out about – OW!"

Danny was interrupted as he smacked into the back of someone and fell backwards. He heard the impact of the other person hitting the ground as well the sound of books falling.

"Sorry, I didn't see where I going," he apologized quickly, propping himself up.

"It's okay, I – Danny?" a familiar female voice questioned in a disbelieving tone.

After shaking his head and looking up, he gasped as he saw who he'd run into.

Sam Manson.

"Oh, h-hi…S-Sam," he stuttered, now nervous in front of his ex-girlfriend.

"Hi, um…how…are you?" the Goth girl asked nervously as she got up. "It's been a while."

She held out her hand to pull Danny up, which he nervously accepted. He then picked up her books and handed them back to her.

"Y-yeah, it has."

Danielle frowned at how down her brother was acting now, even after hearing about everything that's happened since she was last here. She then took note of Sam.

Sam's look had changed since Danielle had last seen her; while she still dressed in dark clothing, she had changed her attire almost completely. Having lost the topknot ponytail, Sam had allowed her hair to grow down to the middle of her back and it was held in place by a pair of purple hair clips on either side. She wore a purple, short-sleeved blouse that was completely unbuttoned, allowing everyone a view of the black tank top that she now wore. She wore a pair of black mesh armbands that ended just below her elbows as well as a black choker. She also wore a skirt that matched her blouse over a pair of skintight black pants that disappeared into her familiar black combat boots.

"So…Tucker told me about Star," Sam stated, breaking the silence.

"I…had a feeling he would," Danny replied, glancing briefly at Tucker who smiled nervously.

"I guess it…couldn't be helped, huh?"

"No…that ghost was the toughest I've faced in a long time. I used pretty much the last of my energy with the Ghostly Wail, and I collapsed. She learned as I transformed in front of her."

"Will she keep quiet about it?"

"I…I have a feeling she will. We had a good chat, and…well, we're…friends now."

Sam couldn't think of a proper response for that, so she just hugged her books a little more tightly with a remorseful look on her face. She then gave Danny a weak smile.

"It…was good to see you, Danny," she finally said.

"Likewise…Sam," the ghost hybrid replied, smiling back.

Sam nodded. Danny stood there for a moment, unsure of what else to say, and then turned to head into the school, leaving Danielle and Tucker behind with Sam.

"Well…I guess I'll see you guys later," the Goth stated. "It's nice to see you again, Danielle."

"Same here, Sam," Danielle replied, before edging closer for a whisper. "And I hope you and Danny will resolve things and hang out again. It'll be nice having everyone together again."

"Yeah…it will..."

Once she finished speaking, Sam turned and headed into the school as well. Tucker and Danielle turned to each other once Sam was out of earshot.

"That's the longest conversation either of them has had with each other since they broke up," Tucker observed.

"At least they talked instead of trying to avoid each other," Danielle stated. "One step at a time, I guess."

"Yeah…hey, come on. Danny needs to get you registered for classes."

"Oh, yeah! Hey Danny, wait for me!"

The two took off to catch up with Danny. As they entered the school, one last thought entered his mind.

'_I just hope Sam doesn't kill Star,'_ he prayed. _'Because not only does Star know Danny's secret now, I have a feeling she has a thing for Danny. The first thing plus the second thing equals really bad situation, even if Sam isn't dating Danny anymore.'_

Meanwhile, unbeknownst to them, a pair of glowing green eyes was watching them from afar.

"Well, well, well…" a deep voice rumbled. "My pet's attack on the ghost boy yesterday ended in failure, but now has yielded an additional target…the ghost girl. The hunt has become much more interesting…"

Skulker, self-proclaimed "Ghost Zone's Greatest Hunter," laughed evilly as he took off into the air on his jetpack.

OOOOOO

The day went by pretty smoothly, and eventually it was lunchtime. As Star got her lunch and sat down at the A-List table like she normally did, she heard a familiar, shrilly and accented voice cry out.

"STAR!"

The blonde sighed and looked up as Paulina sat down in front of her, an annoyed look on her face as she slammed her tray on the table. Star instantly put on her fake smile as she addressed the other girl.

"Paulina, what's up?"

"What's up?" the Latina repeated. "You come to school, side by side with Danny Fenton, and you have the nerve to say, 'What's up?' You do know he's not one of us, right?"

"I'm aware of that. I also hung out with Valerie, and she's not one of us anymore."

"That's not the point! Ashley saw you, Fenton and some other girl walking down the street, talking and laughing. I know you're stuck tutoring the geek, but hanging out with him?!"

"We were just talking about where to hold our first study session, and he made a comment that was actually funny," Star explained, slightly irritated now. "And since when do you chat with Ashley? She's not in the A-List."

"She is now, but you're on thin ice right now, _chica_. We do not associate with those _losers_ unless it's part of some plan to humiliate them. So unless that's your plan, another slip-up like that and you're out. You got that?"

Out of the corner of her eye, Star saw Danny, Tucker and Danielle sat at their table talking and laughing. Danny's eyes met hers for a moment and he smiled at her. Her lips curled upwards, ever so slightly, but frowned again as she looked back up at Paulina.

"Yeah, I got it," she answered.

"Good, now about the party tomorrow…"

Star listened as Paulina spouted off details about the party as her eyes drifted over to Danny again, catching his eyes once more as he took a sip of his chocolate milk and giving him a bigger smile than she did before and winking. She could've sworn she saw a blush on his cheeks and he gulped his drink down.

She turned her attention back to her table as Dash, Kwan…and Ashley sat down. While Dash sat next to Paulina, Kwan sat next to Star while Ashley sat next to Kwan…quite closely in fact. Star arched an eyebrow at the girl's actions.

"Hey Star, good to see you," the African-American girl greeted with a smile.

"Hey Ashley, congrats on joining us," Star replied, faking her politeness as she studied the other girl.

"I know, I'm excited!"

"Yeah, I knew you'd be a welcome addition!" Kwan added, a little too enthusiastically.

Star turned her attention back to the food on her tray as everyone else started chatting. As she took a bite of her apple, thoughts were running through her head as her eyes scanned over her "friends."

'_First I have Kwan acting weird to me, then Paulina gets after me about simply chit-chatting with Danny, and now Ashley's a part of the A-List all of a sudden? What the hell is going on?'_

Meanwhile, Valerie sat alone at a nearby table watching what was happening at the A-List table, particularly Kwan and Ashley. Her eyes narrowed.

'_She's definitely sitting too close to him if they're just friends,'_ the young huntress observed. _'I swear, I can see her leg intertwining with his and he's not even reacting. I just can't believe they're being that bold about it. Poor Star…'_

She wasn't the only one who noticed the closeness between Kwan and Ashley. Danny peeled his eyes from his table to see that Ashley had scooted _really_ close to Kwan even with Star sitting right next to them.

'_I still can't believe he'd do that to Star,'_ he thought angrily. _'From what Sam and Tucker told me when they'd briefly hung out with him in freshman year while I was with Paulina was that Kwan was actually a decent guy. Now, I guess he's willing to do anything to keep his popularity…even cheating on someone as beautiful and smart as Star.'_

Even with what was going on now, he was still in disbelief that he was thinking about Star that way. But he couldn't deny anymore that he did feel…something. He still needed to sort out his situation regarding Sam before he went down that road again. The last thing he wanted was to cause pain for someone else, and he didn't want to cause Star any more pain than what she's eventually going to learn.

Sighing, he turned back to Tucker and Danielle, who both had questioning looks on her face. He simply gestured to the A-List table and they saw what Danny had seen. Without saying anything just so no one overhears, they shook their heads.

OOOOOO

Star left the lunchroom as soon as she was finished. She just could not bear to sit there while Ashley was so obviously flirting with Kwan, and nothing Star had done had been able to keep his attention on her instead of the black-haired girl. Finally, she had given up and left the table along with her so-called "friends."

She still had about ten minutes before the bell would ring for the next class to start, so she stopped at her locker to exchange textbooks and headed for the bathroom. After doing her business, she started washing her hands and then began splashing water in her face.

"Hello…Star."

The blonde looked up at the mirror. In its reflection, she saw the Goth girl that always used to hang around Danny and Tucker. While the two never did get along, Sam Manson didn't seem to have that air of hostility like she usually did at that moment. Star frowned a little as she grabbed some paper towels and dried her face and hands.

"Manson…nice to see you," she greeted, forcing a small smile on her face.

"Look, let's just skip the pleasantries here," Sam spoke with an edge in her voice. "Tucker told me what happened yesterday, since Danny told him. So…I know that you know."

_Now_ she was starting to sound hostile.

"And…? What are you going to do about it?"

"Well, there's not much I can do really. But don't think that because you know now, that you have the right to blab about –"

"What makes you think that I'm going to blab about him?" Star interrupted. "I understand you don't like me at all, but don't _ever_ think I'm anything like Paulina."

"Forgive me if I don't hold my breath," Sam replied, crossing her arms. "You haven't exactly treated Danny or the rest of us with charity. The only words you usually speak to him are either 'freak' or some crack about his parents."

Scratch that, _really_ hostile.

"While that is true, I only did that because I wanted to keep my popularity. But after talking to him yesterday after Dani and I brought him home, I'm starting to realize that it's not all it's cracked up to be."

"What…did he say to you?"

Star noted the edge in Sam's voice was gone, now replaced with actual concern and curiosity. Deciding not to dwell on it, Star checked the stalls to make sure no one else was there. Confirming that there wasn't, she went into detail about her conversation with Danny. Once she was done, Sam was almost speechless.

"Wow...that's…"

"I'm still having a hard time grasping some things, but I will tell you the same thing I told Danny: you can count on me not telling anyone his secrets. I'm not an airhead like Paulina."

Sam actually laughed at that, causing Star to laugh as well.

"Well, I'm glad to see we agree on at least a couple things," Sam commented before gaining a serious look again. "But if you hurt him…"

"I know: you'll rearrange my nervous system, cut out my insides and hang me by a chain you make of my bones from the school's flagpole."

Sam smirked knowingly.

"Yeah, that sounds about right."

"I won't say a word," Star reassured firmly. "I may not have seemed like it before, but I can keep a secret. Especially his…"

As Star trailed off and looked off to the side, Sam couldn't help but notice the slightly dreamy look on the blonde's face. It was identical to the one she used to have for Danny. But before she could say anything, the warning bell rang.

"Well, I need to get to class," Star announced. "It was…good talking to you, Sam."

"Likewise, Star."

The two girls shook hands and left the bathroom, one after the other.

OOOOOO

The rest of the day went by like normal. Thankfully, Star didn't have much interaction with Kwan, Ashley or Paulina so she could breathe easily. When it came to Mr. Falluca's class, she had to suppress her giggles as Danny's head slumped forward on his desk while the teacher wasn't looking; she had to nudge her raven-haired classmate with her foot just so he didn't fall asleep and get another detention like he always did in the past.

Now, since finding out his being Danny Phantom, Star knows why he falls asleep in class so much. He must've had a late-night "visitor" that robbed him of a good amount of sleep.

The bell rang, signaling the end of class. As Danny got up Star grabbed his arm and he looked up at her with surprise.

"What's up, Star?" he asked.

"Don't forget to meet me in the library after school, okay?" she reminded.

"Right…the uh, study session, right?"

Star nodded. As she took her hand off Danny's arm, she suddenly felt a tingly sensation in her fingers. Frowning, she wiggled her fingers in front of her face. Danny's face now held a questioning look.

"You okay, Star?"

The blonde stopped studying her fingers and grabbed her books. She blinked her eyes a couple times and shot Danny an unsteady smile.

"Yeah…I guess I still feel a little weird from this morning," she replied. "I'll see you later, Danny."

Danny looked like he was unsure, but he shook his head and grabbed his belongings as well.

"Okay, Star. See you after school."

The two teens smiled at each other once more and made for the door, with Danny allowing Star to go ahead of him. As she walked away from him, however, she looked at her hand again. The tingly sensation that she'd felt a couple minutes ago was back, though not as strong.

'_Okay, first my arms and legs feel tingly this morning, then I feel like I have some sort of chill despite the weather being warm, and now the tingly feeling comes back as soon as I touched Danny's arm. What is going on?'_

"After you, Miss Locklight," Danny said, interrupting Star's thoughts.

Star couldn't help but blush and let out a giggle as Danny was waving his arms forward in the direction of the doorway.

"Why, Mr. Fenton…you're such a gentleman."

Danny just smiled in return, allowing the pretty blonde to pass by. Mr. Falluca just gave the two teens a strange look as they left the room.

'_One day they hate each other, the next they're all smiles whenever they see each other,'_ the balding teacher thought. _'Why do I get the feeling that I just became a matchmaker?'_

OOOOOO

The last classes of the day went by quickly. Star and Danny met in the library as planned and went to the back of the library so they would not be disturbed.

"Glad you could make it, Fenton," Star remarked smugly. "I thought for sure you'd fall asleep in class without me there to kick you awake."

"Well, with gym being my last class of the day, it's pretty hard to fall asleep with Teslaff running the show," Danny replied with a tired smile.

"I'm surprised you're not near the top of the class, considering your…strenuous afterschool activities."

"If I was, my secret wouldn't stay…secret for long."

"Good point, now let's get started, shall we?"

For the next hour or so, Star gave Danny different sets of equations to work on, each one more difficult than the last. While they didn't talk much, other than Star correcting Danny's mistakes and instructing him on how to do them better.

"Okay…how's this?" Danny asked, holding up a piece of paper he had written on.

Star took the sheet of paper and looked over the equations she had assigned Danny to solve. After a minute or so of looking them over, she took out her red pen and marked the ones that still needed work, and then handed it back to him.

"Well, you're improving, but you've got a ways to go if you want to pass the test next week," she commented.

"At least I'm improving. I –"

"Hey, quit it!"

Looking around, all Danny and Star saw were Dash and some other jock teasing Mikey, a smaller student with red hair and glasses, a few tables down from them. Dash had just knocked over Mikey's stack of books he was apparently using for study, and the other jock had emptied out Mikey's backpack all onto the floor.

"C'mon, guys, I need to study!" he exclaimed. "Why can't you just leave me alone?!"

Dash and the other jock just laughed as they continued to torment the redhead. Star sighed in frustration, and Danny glanced over at her.

"What's wrong?" he asked.

Star looked up at him with annoyance written on her face as well as a sarcastic smile.

"To think, Dash wastes no time picking on you or any other defenseless nerd, but when you show up as Danny Phantom and save the day, he acts like a good little boy scout and acts all innocent."

"I know, it's annoying as hell. But I can't exactly come up to him as Danny Phantom and say, 'Quit bullying Danny Fenton or else I won't save you again.' Then I'd be hated even more if I follow through on my threat. I don't like using fear or intimidation on people; otherwise I'd be no better than the ghosts I shove into the Ghost Zone."

"I honestly hated how Dash picked on you, but I couldn't say anything otherwise I'd lose my popularity," Star whispered, trying not to be heard by Dash. "Now, I –"

Suddenly, Danny gasped as a wisp of cold air escaped his mouth. Star looked at him funny, but then felt a sudden jolt run through her veins. She looked back at Danny, whose eyes flashed green.

"Ghost?" she asked.

"Yep, cover me."

Danny dove behind a bookcase, with a flash of light coming a second later. As Star watched Danny take off after the ghost that had appeared outside, she felt the tingly sensation in her arms again but it was slightly stronger this time. She frowned.

'_This is getting ridiculous. Why am I feeling like this?'_

OOOOOO

Meanwhile, on the other side of the library, Valerie sat typing on her laptop with her backpack lying next to it. She overheard Mikey yelling at Dash and frowned.

"Can't Dash grow up…just a little?" she whispered to herself.

She didn't have to work at the Nasty Burger today, so she stayed at school to finish her homework. She had noticed Star and Danny sitting on the other side of the library going over math homework as she came in earlier.

She smiled as she thought of her two friends, knowing that Star secretly crushed on the raven-haired boy. But even as she thought of that good point, it brought to mind what she'd been seeing from Kwan and Ashley since lunchtime. Whenever Star learns of it, who knows if she'd even be willing to begin another relationship?

She sighed as she continued her schoolwork that she had been working on for the past hour. So far, it had been peaceful but then Dash had to come ruin it with his stupid, immature pranks. Luckily that's been the only disturbance.

Suddenly, her "wristwatch" beeped. She looked around to make sure no one was watching her and, once confirming her surroundings, she looked at the message displayed on the screen that read, "Ghost detected, 50 feet away."

Valerie quickly saved her work, closed down her laptop and gathered her belongings. As she left the library, she looked over at Star and Danny's table and noticed that Danny now looked tense while Star looked like slightly startled. And for a moment, Valerie could've sworn that Danny's eyes flashed _green_.

'_What the hell…?'_ the young huntress wondered. _'Did his eyes just…glow?'_

Ever since she learned of Vlad's secret identity as Plasmius and Danielle being a half-ghost as well, Valerie had been watching Danny more closely. She noticed that whenever Danny was at a scene when a ghost came in, he disappeared and then Danny Phantom showed up. Once everything was over and Phantom left, Danny himself showed up again. Plus there was the fact that Phantom uses a Fenton Thermos to catch the ghosts, when Valerie knew that the Fentons would _never_ let their number one target get away with using their equipment so freely unless they were completely unaware of it.

Now there was the fact that Danielle hung around Danny as if she'd known him a long time; the way Danielle interacted with Danny reminded the huntress of how the ghost girl interacted with Phantom. Additionally, and most importantly, the two looked very much alike with their black hair and ice-blue eyes.

However, Valerie decided to worry about it later. She exited the library and made for the nearest exit. But as she came down the hallway, she saw the janitor's closet open and a slender, dark-skinned hand was seen on the doorknob.

'_That's definitely NOT the janitor…'_

Valerie quickly ducked into a nearby hallway, carefully peering around to catch a glimpse of who was coming out of the closet. She gasped as she saw Ashley come into view, her other arm around the neck of Kwan, who had lipstick marks on his face.

"Wow…you were great, as usual," he was saying with a sly look on his face. "Star never was willing to go further like you have."

"Her loss on that," Ashley replied, straightening out her clothes. "She never did appreciate what she had. Now, hold still…"

As Ashley took a cloth from her dress pocket to clean off the jock's face, Valerie couldn't help but let out a low growl. If looks could kill, the two teens that were now walking away in the other direction would be nothing but a large pile of ashes.

'_Why that no-good, backstabbing, lying cheater! He has the NERVE to betray Star and think he can get away with this! As for that…that whore, she's in for a whole world of pain…both of them are! I have to tell Star as soon as possible. Right now, I have a ghost to take care of, but as soon as I get the chance I will make Star aware of Kwan's cheating.'_

As Valerie ran outside and ducked behind a wall, one last thought ran through her mind.

'_Star's going to be devastated.'_

A flash of light a moment later, the Red Huntress took off on her newly-materialized glider into the sky.

* * *

><p>And thus ends another chapter! I've finally managed to bring Sam into the picture; I just hope I kept her in character enough, considering her rocky relationship with Danny and her slightly antagonistic attitude toward Star. And Valerie has now entered the picture as well, with her discovery of Kwan's deceit.<p>

I hope you all enjoyed the chapter. Sorry again for the long wait but I'm trying to write up two chapters at a time now before posting them. Problem is that I'm stuck right now, so it's probably going to be a while for the next chapter. However, I'm eager to know what you thought of this one.


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